Source: Fukai Finance
Authors
Fukai Abstract
The fraudsters shot, no one was spared, not only tens of thousands of small, 12 long-established institutions have failed to escape.
On May 12, *ST Bao Qian (1.500, -0.01, -0.66%) received company directors Lu Peng, Ding Lihong, Chen Xianwen, Zhou Yulin, Chen Yanghui, He Nianfeng, Huang Wei, Cao Yiwei, Zhou Hanjun, supervisor Liang Guohua. , Yan Jiade, Lin Xinyang and senior managers Jiang Jianping, Chen Deyin, Li Xiaohu, Long Gang, Lin Songwei informed 17 supervisors that they received the China Securities Regulatory Commission on May 10 and 11, 2018 ( Hereinafter referred to as 'China Securities Regulatory Commission') Notice of Investigation.
The actual controllers are the only ones, and the board of directors ignores them?
According to the "Notice of Investigation," it shows that: 'Since Jiangsu Baoqianli Video Technology Group Co., Ltd. has allegedly violated laws and regulations for information disclosure, in accordance with the relevant provisions of the "PRC Securities Law," I will decide to investigate you. Please cooperate. '
Since then, following the actual control person Zhuang Min’s running, the company’s 17 supervisors have been wiped out and all have been assigned to the team under investigation. Although the reasons for the investigation were not mentioned in the announcement, but from The fact that the ST Baoan Qian is in a state of frequentity can be seen as a situation where the company can become a mess. The management team can't have no responsibility at all.
According to the causes of the huge losses of ST ST, the company’s huge loss of 7.7 billion yuan in 2017, the company’s 2017 financial statements issued by the annual auditing accountant could not express opinions, and the internal control was issued with negative opinions. The auditing accountant believed that the company’s continuing operations existed. Significant uncertainty, failure of internal control, inability to judge significant contingent liabilities and contingent effects'.
According to the explanation given by the company, due to the excessive investment by the company under the control of the former controlling shareholder and actual controller Zhuang Min, the company experienced a tight funding chain, which caused the company to have liquidity risks. The shrinking of the company’s commercial credit resulted in a tight supply chain. The procurement of raw materials of the company was difficult, the customer orders could not be accepted normally, and the production capacity in the second half of the year decreased, which led to the loss of customers in the second half of the year and the decrease in sales in the second half of the year.
At the same time, the company also stated that the company’s accounts receivables, prepayments, etc. are subject to greater risk of non-recovery, and large provision for bad debts will be accrued; in addition, the company’s operating conditions for most of its foreign investments in 2017 are not optimistic. Most of them are in a half-pause or stagnant state. After devaluation test, a large amount of long-term equity investment impairment provision will be accrued.
Although the company attributed the cause of the huge loss to the actual controller Zhuang Min, from the perspective of the investigation of the company’s 17 supervisors, the company’s management did not have no responsibility.
Fu Kaijun believes that Zhuang Min’s dominance of a listed company is mainly used by the company's management. According to Lixin Accounting Firm, the company’s former Chairman, Zhuang Min, led many companies to foreign companies. Investing, signing business contracts and paying related funds, and using the official seal of the company and related subsidiaries illegally to sign an external guarantee agreement on behalf of the company, which actually overrides the internal control of the company.
At this time, Fu Kaijun could not help but ask, what was the board of directors of the company when Zhuang Min invested? When Zhuang Min and Zhuang Min entered into a security agreement, where was the board of directors of the company? What did Zhuang Min do in the listed company? Is the management of the company ignorant or unacceptable, letting it act?
In the process of Zhuang Min's short-listing of listed companies, where are the supervisors who supervise the management of listed companies? What are the independent directors of the board of directors?
Regarding the problems faced by the company, the Shanghai Stock Exchange stated in its supervisory letter that the company’s board of directors needs to formulate rectification measures in response to non-standard audit opinions and issues that lead to internal control negative opinions, clarify the deadline for rectification, and complete rectification as soon as possible to restore effective internal controls. At the same time, comprehensively sort out guarantees, litigation matters, perform information disclosure obligations in a timely manner, and clarify the impact of significant contingent liabilities on the company.
Fake listing brewing disaster, false valuations can not prevent
In fact, the main source of *ST's move to the present one can be traced back to Zhuang Min’s counterfeiting before the backdoor listing.
It is understood that in the first three months of the backdoor purchase, the value of the Senkatsu Insurance is only 530 million yuan, and the assessment of the 3 billion yuan in the Senkaku-ri is mainly in the process of reorganizing the listing with the defendant Chih-Min and his concerted action. Providing false agreements, inflated assessment values, etc.
The actual profit-seeking party behind the false valuation is undoubtedly the actual controller Zhuang Min of Bao Qianli, as well as shareholders such as Chen Haichang, Zhuang Ming, and Jiang Junjie who hold shares for thousands of years. The price of Bao Qianli on July 20, 2017, was 11.48. Yuan/shares calculations, Zhuang Minduo obtained a stock market value of 918 million yuan, Chen Haichang, Zhuang Ming, Jiang Junjie three more than the stock market value of 119 million yuan, 45.92 million yuan and 29.84 million yuan.
It is worth noting that Chen Haichang and Jiang Junjie made an assault on 8% and 2% stakes in Zhongli shares 12 days before the announcement of the reorganization plan. At that time, the company’s immediate asset appreciation was RMB 200 million, and people had to wonder if they had insider trading. Suspected.
From the above point of view, Zhuang Min and his group have made a sweeping list of counterfeit money listed on the counterfeits. Afterwards, it is not surprising that Zhuang Min short-listed the company and pledged his own stock to go out and replace the ghost.
For analysts who believe that it is common for listed companies to fraudulently go public and inflate assets, some analysts believe that the cost of penalties is too low.
According to the stock price calculation on July 20, 2017, if Zhuang Min and others earned more than RMB 900 million after listing on the counterfeit account and the penalty was only RMB 600,000, then people who listen to the wind will ignore the penalty and continue to fish out. money.
12 institutions were pitted
In fact, *ST Bao Qian kept calm before the resumption of trading on July 24, 2017. There was no trace of the wind coming out. It was precisely because of the company’s confidentiality that it did a great job, leading to 12 companies who had gone through 100 battles. The agency also followed suit.
The public information shows that in addition to the natural person Yang Zhijie, the pledged financing of Baoqianli shareholders includes 12 institutions, including Haitong Securities (11.600, -0.13, -1.11%), Xiangcai Securities, Huarong Securities, Guosen Securities (10.780, - 0.12, -1.10%), Tibet Trust, Shaanxi International Trust, Chang'an International Trust, Xiamen International Trust, Southwest Securities (4.450, -0.08, -1.77%), Zhongtai Securities Asset Management, Changjiang Securities (6.860, -0.07, - 1.01%) Asset Management, Haitong Securities Asset Management.
According to the choice data, the three largest pledged parties are Haitong Securities (including asset management), Huarong Securities, and Western Securities (9.360, -0.08, -0.85%), which are subject to 13.3% of the total equity of the three-mile pledged company, respectively. %, 8.02%.
According to reports, Haitong Asset Management announced that Zhuang Min had bought back equity pledges in August 2015, and Chen Haichang had returned part of his principal in advance and provided performance guarantees separately. However, in 2016 and 2017, Both Zhuang Min and Chen Haichang have numerous large pledges.
For Zhuang Min’s massive pledge, even investors had long suspected that he had a suspicion of running. He had to admire the investor: 'You guessed it!'
Unfortunately, there are not many investors who guessed that real controllers have signs of running. Guess there are also a few investors who have risks. Looking at the number of shareholders at the end of 2017, there are still more than 100,000 shareholders who have been placed in the company. In stock.
Fu Kaijun found that at present, *ST Bao Qian is facing the risk of being withdrawn from the market. If the listed company is still issued by the accounting firm in 2018, it is unable to express its opinion, and the listed company's stock trading may be suspended.
In addition, due to the major loss of Baoqianli Electronics in 2017, after the counterparty of the transaction agreed to share compensation for the listed company in accordance with the “Profit Forecasting Compensation Agreement” and the “Profit Forecast Compensation Compensation Agreement”, the actual controller of the listed company changed or There is no actual control of the risk.
Although people in the industry believe that the only way out for the company is to regroup, there is no one who dares to take this mess.